Intel 2005 Annual Report Download - page 167

redeemed, (ii) after any notice of redemption has been given to Holders, except that where such notice provides that such Security is to be redeemed
only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be redeemed,
(iii) that has been surrendered for conversion or (iv) as to which a Fundamental Change Repurchase Notice has been delivered and not withdrawn,
except that where such Fundamental Change Repurchase Notice provides that such Security is to be purchased only in part, the Company and the
Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be purchased.
(b) Beneficial ownership of every Restricted Security shall be subject to the restrictions on transfer provided in the legends required to be set forth
on the face of each Restricted Security pursuant to Sections 2.02 and 2.05, unless such restrictions on transfer shall be terminated in accordance with
this Section 3.05(b) or Section 3.09. The Holder of each Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by such
restrictions on transfer.
The restrictions imposed by this Section 3.05 and by Sections 2.02, 2.05 and 3.09 upon the transferability of any particular Restricted Security shall
cease and terminate upon delivery by the Company to the Trustee of an Officers’ Certificate stating that such Restricted Security has been sold
pursuant to an effective Resale Registration Statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or
any successor provision thereto). Any Restricted Security as to which the Company has delivered to the Trustee an Officers’ Certificate stating that
such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security
for exchange to the Security Registrar in accordance with the provisions of this Section 3.05, be exchanged for a new Security, of like tenor and
aggregate Principal Amount, which shall not bear the restrictive legends required by Sections 2.02 and 2.05. The Company shall inform the Trustee in
writing of the effective date of any resale registration statement registering the Securities under the Securities Act. The Trustee shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with the aforementioned resale registration statement.
As used in the preceding two paragraphs of this Section 3.05, the term “ transfer ” encompasses any sale, pledge, transfer or other disposition of
any Restricted Security.
(c) Neither the Trustee, the Security Registrar nor any of their respective agents shall (i) have any duty to monitor compliance with or with respect
to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as
specifically required hereunder.
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